A Certificate of Good Standing is an official document issued by the Illinois Secretary of State confirming that a business entity is properly registered, authorized to do business in Illinois, and current on all required filings and fees. It is sometimes called a Certificate of Status or Letter of Good Standing.
You’ll likely need one sooner than you expect. Banks, lenders, landlords, enterprise customers, and investors regularly request a current Certificate of Good Standing as part of due diligence, financing transactions, or contract compliance verification.
What Does a Certificate of Good Standing Confirm?
A Certificate of Good Standing from the Illinois Secretary of State confirms:
- The entity is properly registered and active with the state
- Required annual reports have been filed
- Required fees have been paid
- The entity has not been administratively dissolved or revoked
It does not confirm whether the business is profitable, solvent, has pending lawsuits, is tax compliant with the IRS or IDOR, or has any other legal issues. It is a narrow confirmation of good standing with the Secretary of State specifically.
When Do Illinois Businesses Need a Certificate of Good Standing?
- Bank account opening: Many banks require a current certificate when opening a business checking account
- Commercial lending: SBA loans, lines of credit, and equipment financing often require one
- Commercial real estate: Landlords frequently require it before signing office or retail leases
- Enterprise customer contracts: Larger customers (hospitals, universities, government agencies) verify vendor standing as part of procurement
- Fundraising: Investors often request it during seed or Series A due diligence
- Mergers and acquisitions: Both sides in an M&A transaction typically obtain certificates for all entities involved
- Registering as a foreign entity: When you expand to a new state, most states require a certificate from your home state to register as a foreign entity
- Certain government filings and regulatory applications
How to Obtain a Certificate of Good Standing in Illinois
Online (Fastest Method)
The Illinois Secretary of State’s website allows businesses to order certificates online at apps.ilsos.gov. The standard processing time for a PDF certificate is 5–7 business days; expedited processing (1–2 business days) is available for an additional fee.
By Mail
Submit a written request to the Illinois Secretary of State, Business Services Department, with the entity name, file number, and applicable fee (currently $25 for a standard certificate; $50 for expedited).
In Person
Visit the Illinois Secretary of State’s Chicago or Springfield office. Same-day processing may be available for expedited requests.
What If My Business Is Not in Good Standing?
If your entity is not in good standing—typically because of unfiled annual reports or unpaid fees—you cannot obtain a valid Certificate of Good Standing until the deficiencies are corrected.
Steps to reinstate good standing:
- Determine the reason for loss of good standing (call the Secretary of State’s office or check the online business database)
- File any overdue annual reports
- Pay all outstanding fees and late penalties
- Allow time for processing (can take 5–15 business days)
- Then order your Certificate of Good Standing
If your entity has been administratively dissolved, reinstatement requires additional steps—filing articles of reinstatement and possibly paying back multiple years of fees.
Illinois Annual Report Requirement
To maintain good standing, Illinois LLCs and corporations must file annual reports with the Secretary of State:
- Illinois LLC: Annual report due between January 1 and the last day of the anniversary month of formation; filing fee $75
- Illinois Corporation: Annual report due between January 1 and the last day of the anniversary month of incorporation; filing fee varies based on paid-in capital
Good Standing in Delaware for Illinois-Incorporated Startups
If you incorporated in Delaware and registered as a foreign entity in Illinois, you need to maintain good standing in both states. A Certificate of Good Standing from Delaware is separate from the Illinois certificate, and both may be required for transactions or filings that require proof of good standing in your state of formation.
FAQ: Certificate of Good Standing in Illinois
How long is a Certificate of Good Standing valid?
Most requesting parties (banks, landlords, lenders) require a certificate dated within 30–90 days. The certificate itself doesn’t expire, but an old one may not satisfy due diligence requirements.
Does a single-member LLC need to file annual reports?
Yes. All Illinois LLCs—regardless of size or number of members—must file annual reports to maintain good standing.
Fitter Law helps Illinois startups maintain corporate compliance, file annual reports, and handle Secretary of State filings. Learn about our compliance services or view our flat-fee packages.